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Last update: Mar 19, 2007
Greenberg Traurig: Tax Increase Prevention and Reconciliation Act: Control... Jun 01, 2006
Tax Increase Prevention and Reconciliation Act: Controlled Foreign Corporations to Benefit. Among others, the Act provides for two different breaks for Controlled Foreign Corporations
Greenberg Traurig: New Proposed Regulations Expand U.S. Tax Exemption for ... Jun 01, 2006
New Proposed Regulations Expand U.S. Tax Exemption for Interest Income Earned by Foreign Investors in Partnerships and Funds. On June 12, 2006, the IRS released long-awaited Proposed Regulations (REG-118775-06) that would provide expanded opportunities for foreign persons to earn U.S. source interest income free of U.S. federal income taxation
Greenberg Traurig: The United States and Germany Amend Reciprocal Tax Trea... Jun 01, 2006
Under this provision, no branch profits tax is imposed on any corporation if the principal class of the corporation's shares is primarily traded on a stock exchange in the corporation's home jurisdiction, the corporation's primary place of management is in the corporation's home jurisdiction or at least 50% of the vote and value of the corporation's stock is owned by 5 or fewer companies meeting either the trade or management test. In addition, a corporation is exempt if (i) 95% or more of the
Greenberg Traurig: Foreign Investors and Safe Tax: Always File Prophylacti... Feb 27, 2006
Foreign Investors and Safe Tax: Always File Prophylactically. In order to claim deductions or credits relating to its ECI, a foreign
Pepper Hamilton: Corporate Clean Up - New Rules on Reorganizations Using... Feb 06, 2006
Law Firm of Pepper Hamilton LLP | Publications @import "style.css"; -- Register/Login Publications A Publication of Pepper Hamilton LLP Tax Update Corporate Clean Up - New Rules on Reorganizations Using Foreign Entities and Disregarded Entities, and Somewhat Surprising Clarification of Basis Rules in Reorganizations 02/06/2006 On January 23, 2006 the Treasury issued final regulations that allow for certain mergers with foreign entities to qualify as tax-free reorganizations, confirmed that
Goodwin Procter: Financial Services Alert Jan 10, 2006
Goodwin Procter to Host Webinar on Section 312 of USA PATRIOT Act IRS Extends Simplified Procedures to Determine Whether Foreign Dividends Qualify for Reduced Tax Rate FRB Amends Regulation E Affecting ECK Transactions and Payroll Cards SEC Staff Grants No-Action Relief to Permit In-Kind Exchanges by Mutual Fund Affiliates OCC Issues Updated Manual Concerning Investment in Bank Premises. These rules require banks, broker-dealers, mutual funds, and certain other financial institutions to
Greenberg Traurig: Its Crystal Tide Ever Flowing: The United States Revise... Dec 01, 2005
In general, REITs are treated in the same manner as regular corporations with one major exception. The first set of rules affect foreign persons who do not, directly or through a pass-through entity (such as a partnership), engage in a trade or business within the United States
Greenberg Traurig: Global Trade Newsletter Aug 01, 2005
Require the Treasury Department to submit a report to Congress defining currency manipulation, describing actions of foreign countries that would be considered to be currency manipulation, and describe how statutory provisions addressing currency manipulation can be better clarified administratively to provide for improved and more predictable evaluation. In response to the recent adoption of new currency mechanisms by China, require the Treasury Department to submit a report to Congress every
Greenberg Traurig: Protection for Foreign Debtors and Creditors Jun 01, 2005
A new chapter to the US Bankruptcy Code governing cross-border insolvencies makes it possible for foreign debtors and creditors to take advantage of the powerful remedies available under the US Bankruptcy Code. Any time that a foreign insolvency proceeding will have an effect on assets located in the US, or a bankruptcy case in the US will affect a corporation or assets in a foreign country, the new Chapter 15 will govern the actions of the US court
Miller & Chevalier: International Alert - Department of Justice Settles FCP... May 27, 2005
On May 20, 2005, the Department of Justice ("DOJ") filed a one-count criminal information against DPC (Tianjin) Co. Ltd., a Chinese subsidiary of Los Angeles-based Diagnostic Products Corporation ("DPC"), charging the company with violating the Foreign Corrupt Practices Act ("FCPA"). DPC Tianjin is a foreign corporation and jurisdiction was premised on the fact that it was an agent of an "issuer" -- its parent company DPC. The complaint and plea agreement reference only limited contact (faxes,
Pitney Hardin: New Treasury Regulations Permit Tax Free Cross-Boarder ... May 03, 2005
These regulations would level the playing field for US companies and shareholders with foreign interests and foreign companies with substantial U.S. shareholder pools. Under the proposed regulations, a foreign corporation would have the ability to structure a tax-free acquisition of a domestic target corporation on the same terms as a domestic corporation acquiring a domestic target corporation
McDermott: Favorable Guidance for Water???s-Edge Taxpayers in Cali... Dec 02, 2004
Code section 25110), a controlled foreign corporation (CFC) must be included in the water s-edge combined report if some portion of its income is Subpart F income as defined in Section 952 of the Internal Revenue Code (IRC). shall not be taken into account under Section 24344 [the provision that addresses interest expense disallowance] or in any other manner in determining the tax of any such corporation
Dorsey & Whitney: Year End Tax Planning Dec 01, 2004
While dividends paid by domestic corporations generally qualify for the lower rate, not all foreign corporation dividends do. Only dividends paid by so-called “qualified foreign corporations,� which include foreign corporations traded on an established U.S. securities market, corporations organized in U.S. possessions, and other foreign corporations eligible for certain income tax treaty benefits, are eligible for the lower rates
Sullivan & Worcester: Congress Passes Sweeping International Tax Reform Dec 01, 2004
2] Elective Temporary Dividends Received Deduction for Foreign Earnings Perhaps the most significant international tax provision is the elective, temporary dividends received deduction ("DRD") for foreign earnings, provided by new Code Section 965. 10] Reduction in Number of Foreign Tax Credit Baskets For taxable years beginning after December 31, 2006, the number of foreign tax credit baskets will be reduced from nine to two: a passive basket (e
Kramer Levin: Tax Alert: American Jobs Creation Act of 2004 Nov 01, 2004
Among the significant changes are a one-time 85% deduction for repatriated foreign earnings, changes to non-qualified deferred compensation rules, a new deduction for domestic manufacturing activities, increased penalties for tax shelters, foreign tax credit simplification and reform and S corporation reform. I. II. III. IV. V. Significant Provisions Corporate Provisions S Corporations Partnership Provisions Foreign Provisions
Blank Rome: Business Tax Alert Oct 01, 2004
Contents: Foreign Tax Real Estate Corporations S Corporations and Partnerships Charitable Contributions and Deduction for Attorney's Fees Compensation Tax Shelters FOREIGN TAX Extraterritorial Income The repeal of the “extraterritorial income” (“ETI”) exclusion is based on a World Trade Organization (“WTO”) ruling that the provision, which allows U.S. exporters of certain goods and services to exclude from gross income a portion of its “foreign trading gross receipts” (as defined for these
Gibbons: Recent Developments Affecting New York Corporate Politi... Sep 01, 2004
A principal method corporations use to engage in campaign activity is the political action committee ("PAC"). The corporation forms a PAC composed of corporate officers, who are appointed to the PAC by the corporation's board of directors
Debevoise: The Private Equity Report Jul 01, 2004
P r i v a t e E q u i t y Re p o r t Avoiding the Whipsaw in Acquiring Foreign Companies -- The Impact of U.S. Economic Sanctions Laws. Those U.S. laws need to be considered, however, whenever U.S. citizens or companies come to own -- directly or indirectly -- a foreign company or become involved in its management or operations
Hodgson Russ: Retroactive QEF Elections Jun 07, 2004
Canadian Tax HighlightsApril, 2004 by Marla Waiss Recent IRS rulings provide further guidance on retroactive qualified electing fund (QEF) elections for stock in passive foreign investment companies (PFICs). Many US residents and citizens who hold shares in Canadian corporations are affected by the PFIC regime, which was designed to eliminate the benefit of deferred US tax on income earned through foreign corporations deemed to be engaged primarily in passive activities
Greenberg Traurig: Dover Corporation v. Commissioner Allows Tax Planning O... May 01, 2004
Dover Corporation v. Commissioner Allows Tax Planning Opportunities for the Sale of a Foreign Subsidiary PUBLICATIONS ALERTS 2004 2003 2002 2001 2000 1999 1998 1997 1996 1995 GT Alert Dover Corporation v. Commissioner Allows Tax Planning Opportunities for the Sale of a Foreign Subsidiary May 2004 By Mary F. Voce and Seth J. Entin, Greenberg Traurig View or download the Adobe Acrobat version of this Alert here. On May 5, 2004, the U.S. Tax Court released its decision in Dover Corporation v.
Sullivan & Worcester: Temporary Regulations Provide for an Alternative Tax Bo... May 01, 2004
1] For taxpayers computing their foreign tax credit limitation, the Alternative Tax Book Value Method represents much needed relief from the tax basis disparities between U.S. and foreign property that often occur under the current tax book value method (the "Tax Book Value Method"). Background - The Tax Book Value Distortion Internal Revenue Code ("Code") section 864(e)(2) requires that allocation and apportionment of interest expense between domestic and foreign sources must generally be made
Hodgson Russ: US Reduced Dividend Rate Apr 08, 2004
Under the Act, qualified dividend income is derived only from a qualified foreign corporation, which includes a corporation (1) incorporated in a US possession, (2) eligible for the benefits of a comprehensive income tax treaty with the United States, or (3) whose stock is "readily tradable on an established securities market in the United States." A foreign personal holding company (FPHC), a foreign investment company (FIC), and a passive foreign investment company (PFIC) are expressly
Burr & Forman: Spring 2004 Construction Law Bulletin Apr 01, 2004
The "Separability Doctrine:" The Continuing Impact of Prima Paint in Georgia, Alabama, and the Eleventh Circuit The "separability doctrine" was first articulated by the United States Supreme Court in Prima Paint Corporation v. Flood in Manufacturing Co., 388 U.S. 395 (1967), wherein the Court ruled that arbitration clauses can be "separable" from the contracts in which they are included. 1991)(holding that a foreign corporation could not compel arbitration pursuant to an arbitration clause in a
Hodgson Russ: The use of a single-purpose corporation by Canadians to... Mar 11, 2004
Canadian Tax HighlightsNovember, 2003 by Edward C. Northwood and Gayle O. Roberts The use of a single-purpose corporation by Canadians to avoid US estate tax may be threatened by recent US court decisions. Canadians who are not US citizens are subject to US estate tax only on US-situs assets, including US real property, tangible personal property located in the United States, stock in US corporations, and debts of US persons or entities (subject to various exclusions, perhaps most significantly
Greenberg Traurig: Practice Pointer: Section 956 Tax Issues Involved in U.... Mar 01, 2004
Practice Pointer: Section 956 Tax Issues Involved in U.S. Financing Transactions PUBLICATIONS ALERTS 2004 2003 2002 2001 2000 1999 1998 1997 1996 1995 GT Alert Practice Pointer: Section 956 Tax Issues Involved in U.S. Financing Transactions Foreign subsidiary stock pledges, or guarantees provided by foreign subsidiaries, may create deemed dividends to U.S. shareholders/borrowers. This Alert is focused on the significant tax issues that may result when the pledge or guarantee involves the stock
O'Melveny & Myers: Jumpstart Our Business Strength (JOBS) Act (S. 1637) Oct 08, 2003
...pdf A particularly significant addition in the October 1, 2003 markup to S. 1687 is a proposal to allow U.S. corporations to repatriate earnings of their controlled foreign corporation subsidiaries through certain actual and deemed dividends that would be taxed at a reduced rate of 5. 25%, the equivalent of an 85% dividend received deduction (subject to a corresponding reduction in the ability to claim foreign tax credits with respect to such dividends)
Debevoise: IRS Provides Additional Guidance on When Dividends to U... Oct 06, 2003
...pubid=1811411062003=4yes','link','width=617,height=550,menubar=yes,location=yes,scrollbars,left=0,top=0'); } IRS Provides Additional Guidance on When Dividends to U.S. Individuals From Foreign Corporations Satisfy Requirements for New 15% Tax RateOctober 6, 2003On October 3 the IRS issued Notice 2003-71, which provides additional guidance on when a foreign corporation will be considered to satisfy the requirements for the new, reduced tax rate on dividends to U.S. individuals implemented by the
Debevoise: IRS Lists Tax Treaties That Satisfy Requirements For Ne... Oct 01, 2003
Under the 2003 Tax Act, subject to certain limitations, dividends that U.S. corporations and "qualified foreign corporations" pay to U.S. individuals will be taxed at a maximum rate of 15%, the rate applicable to long-term capital gains. A foreign corporation will be treated as a "qualified foreign corporation" if it is eligible for the benefits of a comprehensive U.S. income tax treaty that the IRS determines is satisfactory for purposes of the new rules, and that provides for the exchange of
Coudert Brothers: Avoid too-good-to-be-true penny stock firms Oct 01, 2003
In fact, if the offering is by a penny-stock company, especially one recently acquired by a foreign corporation, the commission would probably apply the most careful and stringent review it could muster. Antitrust/CompetitionArbitrationBanking ct FinanceChinaCorporate rcialCustoms national TradeEmployment and Labor LawEnergy al Resources Entertainment EnvironmentalForeign Corrupt Practices ActForeign InvestmentIndonesiaIntellectual PropertyInvestment Funds ersIsraelJapanKoreaLife
Hodgson Russ: US Tax Bill: Dividends Sep 08, 2003
In tax years beginning after 2002 and before 2009, dividends received by an individual from domestic corporations or certain qualified foreign corporations are taxed at capital gains rates, for both regular tax and alternative minimum tax. The term "qualified foreign corporation" includes a foreign corporation that (1) is incorporated in a US possession, (2) is eligible for benefits under a comprehensive US income tax treaty that the Treasury Department determines satisfactory for this purpose,
Preston Gates & Ellis: IRS Final Regulations Include Several Beneficial Change... Sep 03, 2003
LAST week, the Internal Revenue Service published its final regulations relating to US source income derived by foreign corporations from the international operation of vessels. The final regulations provide detailed information specifying the criteria that foreign corporations, non-stock companies or other legal entities (herein "corporations") can apply to exclude income thereby qualifying for a US income tax exemption
Greenberg Traurig: Partnerships and the Portfolio Interest Exemption Sep 01, 2003
In this report, Entin examines what he describes as the inconsistent treatment of partnerships under the tax code's "portfolio interest" exemption from the 30 percent withholding tax on interest paid to nonresident aliens and foreign corporations. Two different U.S. federal income tax regimes apply to nonresident aliens and foreign corporations
Hodgson Russ: US Non-Filers? Reprieve Aug 01, 2003
Canadian Tax HighlightsJuly, 2003 by Alice A. Joseffer The IRS has announced a new voluntary compliance program for non-resident aliens and foreign corporations that have not timely filed US tax returns. A non-US corporation that does not file on a timely basis is similarly disentitled
Coudert Brothers: Foreign liquidators in need of recognition Jul 01, 2003
This is particularly troublesome when the foreign corporation owns an equity interest a mainland joint venture, which liquidators will usually wish to sell. In normal circumstances a corporation is controlled by its directors and shareholders
Sullivan & Worcester: Merger Into Single Member LLC Did Not Trigger Gain Reco... Jul 01, 2003
...write( '' ); // -- Merger Into Single Member LLC Did Not Trigger Gain Recognition Agreement Tax Department Client Advisory #2003-19 July 2003 Printable version (Adobe PDF) In PLR 200305017, the IRS ruled that the merger of a corporation into a single-member LLC, both wholly-owned by the same foreign partnership: (i) would be treated as a liquidation of the corporation into the foreign partnership; and (ii) would not trigger a previously executed gain recognition agreement ("GRA"). PLR 9704004 In
Debevoise: The Private Equity Report Jul 01, 2003
Special Tax Issues for TaxExempt and Foreign Investors in Private Equity Funds 3. Adele Karig and David Schnabel focus on the particular tax problems faced by tax-exempt and foreign investors investing in private equity funds who make portfolio investments structured as limited liability companies
Crowell & Moring: Cuban Embargo May Hold Hidden Perils for Unwary Mining ... Jul 01, 2003
Economic sanctions have been a key instrument of U.S. foreign policy for decades, and the U.S. currently pursues such sanctions against a number of foreign countries, including not only Cuba but also Angola, Burma, Iran, Libya, and Sudan. As these programs are administered by the Office of Foreign Assets Control ("OFAC") at the Treasury Department, none has been more vigorously enforced than the trade embargo on Cuba
Morgan Lewis: President Bush's $350 Billion Tax Cut: Analysis an... Jun 10, 2003
This immediate tax relief likely will affect the way in which corporations and governments finance their activities. Thus, primarily in the closely held corporation context, it was critical for a redeeming corporation and the distributee shareholders to determine whether any planned stock redemptions would be deemed "essentially equivalent to a dividend." Similarly, some closely held corporations and their shareholders appropriately favored structuring a transaction as a redemption in partial
Latham & Watkins: Jobs and Growth Tax Relief Reconciliation Act of 2003: ... Jun 06, 2003
"Qualified dividend income" generally refers to dividends received during the tax year from domestic corporations and "qualified foreign corporations," other than dividends from tax-exempt corporations, deductible dividends paid by mutual savings banks and deductible dividends paid on certain securities held by an ESOP. For tax years beginning after December 31, 2002, the 2003 Tax Act generally reduces the maximum individual income tax rates on qualified dividend income to 15 percent. It is
Foley Lardner: President Bush Signs Jobs and Growth Tax Relief Reconci... Jun 05, 2003
The reduction in the dividend tax rate applies to taxable dividends paid by domestic "C" corporations, as well as taxable dividends paid by an S corporation out of earnings and profits from periods prior to the effective date of its S election. However, dividends paid by tax-exempt corporations, deductible dividends paid by mutual savings banks, and deductible dividends paid to an ESOP are not eligible for the lower rate
Kramer Levin: Tax Alert: Jobs and Growth Tax Relief Reconciliation Ac... Jun 01, 2003
Under the Act, dividends received by such persons from domestic and qualified foreign corporations generally will be taxed at the same rates that apply to long-term capital gains (discussed above). For example, that proposal applied to dividends received by both individuals and corporations
Hale and Dorr: Investment Management Industry News Jun 01, 2003
Dividends from qualified foreign corporations as well as domestic corporations are eligible for the maximum 15% rate on "qualified dividend income". A qualified foreign corporation includes:A foreign corporation incorporated in a possession of the United States;A foreign corporation eligible for the benefits of certain comprehensive income tax treaties with the United States; andA foreign corporation if the stock with respect to which the dividends are paid is readily tradable on an established
Blank Rome: June 2003 Jun 01, 2003
Dividends Qualified dividend income received by an individual shareholder from a domestic or "qualified foreign corporation" will be taxed at a maximum tax rate of 15. Dividends from corporations that are exempt from tax, from REITs, or from mutual funds (to the extent attributable to interest on bonds and other debt instruments, short-term capital gains or other income which is not qualified dividend income)
Kilpatrick Stockton: QB or Not QB U: Holding Companies And Qualified Busines... Jun 01, 2003
...uppose a U.S. parent corporation (USP) owns a holding corporation in country X (Holdco), which in turn owns other members of the country X group. USP owns another country X corporation (Targetco), which it recently acquired
Greenberg Traurig: Structural Science May 30, 2003
Assume that a U.S. parent company conducts business operations in Germany through a subsidiary German corporation. Finally, the U.S. corporation will be taxed at a rate of 35% on the dividends it receives from the German subsidiary (subject to a foreign tax credit)
Ropes & Gray: Job and Growth Tax Relief Reconciliation Act of 2003 May 23, 2003
Ropes & Gray: Job and Growth Tax Relief Reconciliation Act of 2003 May 23, 2003
...o Qualified dividend income is defined as dividend income (whether paid out of current or accumulated earnings and profits) received from domestic corporations and qualified foreign corporations. A foreign corporation is a qualified foreign corporation if it is (i) incorporated in a possession of the U.S., or (ii) eligible for the benefits of a comprehensive income tax treaty with the U.S. Dividends on stock of a foreign corporation "readily tradable on an established securities market in the
Debevoise: Issues and the Opportunities Created By the Changes in ... May 23, 2003
In the context of a family-owned corporation, shareholders desiring liquidity but not wanting to sell the family business or create a public stub can similarly effect a leveraged recapitalization and be taxed at the favorable rate. Consideration of Foreign Investors
Greenberg Traurig: Foreign Corporations May Be Subject to Florida Corporat... May 01, 2003
Foreign Corporations May Be Subject to Florida Corporate Law PUBLICATIONS ALERTS 2004 2003 2002 2001 2000 1999 1998 1997 1996 1995 GT Alert Foreign Corporations May Be Subject to Florida Corporate Law May 2003 By Ira N. Rosner, Greenberg Traurig, Miami Office View or download the Adobe Acrobat version of this Alert here. A recent decision of a Florida appeals court expands the application of the Florida Business Corporation Act (FBCA) to foreign corporations that are qualified to do business in
Dechert: Federal Tax / Issue 9 / May 2003 May 01, 2003
The reduced dividend rate applies to dividends received by individual taxpayers1 from domestic corporations (with certain limited exceptions) and from qualified foreign corporations. A qualified foreign corporation includes a foreign corporation whose stock (or American Deposit Receipts (ADRs) with respect to such stock) is readily tradable on an established securities market in the United States
Alston & Bird: Sarbanes-Oxley Act of 2002 - Application to Non-U.S. Co... Mar 15, 2003
Can Foreign Companies Hide from Sarbanes-Oxley. Many of its provisions apply to foreign affiliates of publicly traded U.S. corporations as well as to foreign corporations whose securities (including ADRs) are listed on U.S. exchanges
Bell: California Corporate Disclosure Act Mar 01, 2003
The Act applies to all corporations that are incorporated or qualified to conduct business in California. The Act increases the disclosure requirements for all corporations from biannually to annually, but will most significantly affect publicly traded corporations
Kramer Levin: Tax Alert: Kramer Levin attorneys provide insight into ... Mar 01, 2003
Under the Bill, both public and private corporations would be permitted to distribute nontaxable dividends to their shareholders to the extent that those dividends are paid out of income previously taxed at the corporate level. Alternatively, corporations would be permitted to allocate nontaxable basis increases to their shareholders, which would eliminate the capital gain realized by a shareholder upon a sale of the corporation's stock to the extent such gain is attributable to retained and
Jones Day: State Tax Return Newsletter Mar 01, 2003
Debevoise: Joint Committee on Taxation Enron Report Feb 14, 2003
Expand section 269 which disallows tax benefits upon acquisition of control of a corporation if the principal purpose of the acquisition is the evasion or avoidance of federal income tax to apply to acquisitions of equity interests in a corporation, without regard to whether the acquirer has control. The interaction of the partnership basis rules and the section 1032 rule protecting a corporation from gain when dealing with its own stock needs to be modified to prevent duplicate tax deductions
Pillsbury Winthrop: Bush Administration Proposes Eliminating Double Tax on ... Jan 24, 2003
Deceptive in its apparent simplicity, the proposal has broad implications for investors and corporations, and raises complex technical issues. Corporations would continue to maintain earnings and profits, or Eounts as under current law
Debevoise: Opportunities Created by President Bush's Proposal ... Jan 07, 2003
As described below, the proposal would affect (among other things) the tax planning for private equity and privately-held business, how M&A transactions are structured, the willingness of companies to engage in taxable spin-offs and the structure of foreign companies with substantial U.S. operations. Under current law, a shareholder that receives an in-kind dividend of property from a corporation takes a fair market value basis in the property received
Morrison & Foerster: California Secretary of State Issues Forms and Instruct... Jan 06, 2003
January 2003 California Secretary of State Issues Forms and Instructions for New Information Reporting Requirements The California Secretary of State has issued revised "Statement of Information" forms, effective as of January 1, 2003, which are required to be filed by all domestic and foreign corporations. As described in our previous memorandum on this requirement (see our Legal Update, California Follows the Sarbanes-Oxley Trend, October 2002), the new forms must be filed annually pursuant to
Morrison & Foerster: California Secretary of State Issues Forms and Instruct... Jan 06, 2003
January 2003 California Secretary of State Issues Forms and Instructions for New Information Reporting Requirements The California Secretary of State has issued revised "Statement of Information" forms, effective as of January 1, 2003, which are required to be filed by all domestic and foreign corporations. As described in our previous memorandum on this requirement (see our Legal Update, California Follows the Sarbanes-Oxley Trend, October 2002), the new forms must be filed annually pursuant to
Sullivan & Worcester: Notice 2003-5: Application of Code Section 904 to Post-... Jan 01, 2003
6 Look-Through; Single 10/50 Basket Before the 1997 Act, Code Section 904(d)(1)(E) required qualifying shareholders to compute a separate foreign tax credit limitation for dividends received from each 10/50 company. For post-2002 taxable years: dividends paid out of post-2002 earnings and profits ("E&P") by 10/50 companies will generally be eligible for look-through treatment;7 dividends paid out of pre-2003 E&P by 10/50 companies, that are not passive foreign investment companies ("PFICs"),
Sullivan & Worcester: Recent Developments Relating to Code Section 367 Jan 01, 2003
1 More specifically, the regulations provide that if there is an "acquisition of control" or a "substantial change in the capital structure" of a domestic corporation (the "reporting corporation"), the reporting corporation must file new Form 8806. 2 The regulations apply to transactions occurring after December 31, 2001, if the reporting corporation or any shareholder is required to recognize gain as a result of the application of Code Section 367(a)
Venable: "Good Governance ??? Ensuring That Your Associatio... Dec 16, 2002
" And even in states where membership (as opposed to board) voting by email or fax is permitted, some states require such voting authorization to be expressly provided for in the articles of incorporation. But who has the time to be familiar with these legalese-heavy documents? And who really cares if association procedure does not match its governing documents and state law? Before addressing these questions, some background on corporate legal issues may be helpful. Approximately two-thirds of
Foley Lardner: California Corporate Disclosure Act (PDF) Nov 22, 2002
The Act, which goes into effect January 1, 2003, applies to publicly traded corporations incorporated in California or qualified to do business in California and greatly increases the annual disclosure that those corporations must make. The Act does not apply to business entities that are not-for-profit corporations, limited liability companies, limited liability partnerships, partnerships, and the like
Sidley Austin: California Corporate Disclosure Act Nov 01, 2002
Currently, a corporation organized under California law or a foreign corporation qualified to do business under California law is required to perfect biennial filings with the Secretary which disclose fairly minimal information regarding the corporation, such as its address, principal business activity, and the names and business addresses of its directors, Chief Executive Officer, Secretary, and Chief Financial Officer all information that would generally be available from other publicly
Sidley Austin: Tax Newsletter - Disclosure and Listing Requirements No... Nov 01, 2002
For corporations: At least $10 million in any single taxable year or $20 million in any combination of taxable years; For partnerships and S corporations: At least $5 million in any single year or $10 million in any combination of years, as measured at the entity level; For individuals and trusts: At least $2 million in any single year or $4 million in any combination of years, whether or not the loss flows through from an S corporation or partnership. However, if the loss is with respect to a
Allen Matkins: California Corporate Disclosure Act Nov 01, 2002
The Act amends Sections 1502 and 2117 of the California Corporations Code by (i) shortening the time period to file the information statement filed by domestic stock and foreign corporations with the California Secretary of State from biennial to annual; and (ii) requiring all "publicly traded companies" that are incorporated or qualified to do business in California to disclose certain additional information about their operating history, including, among other things, director and officer
White & Case: California Corporate Disclosure Act (November 2002) Nov 01, 2002
The Act amends the existing biennial reporting requirements contained in Sections 1502 and 2117 of the California General Corporation Law (the "Corporations Code"). This memorandum addresses only those changes made to Sections 1502 and 2117 of the Corporations Code by the Act
Sutherland Asbill & Brennan: Legal Alert: New Tax Shelter Disclosure and List Mainte... Oct 18, 2002
For corporations, a loss transaction is defined as any transaction resulting in, or that is reasonably expected to result in, a loss under section 165 of at least $10 million in a taxable year or $20 million in any combination of taxable years. Specific rules govern consolidated returns, foreign persons, disregarded entities, partnerships, and shareholders of certain foreign corporations
Morrison & Foerster: California Follows the Sarbanes-Oxley Trend: New State ... Oct 17, 2002
The newly required disclosures are not identical in form or substance to federal disclosure requirements, and as a result a new layer of required filings has been added for most publicly traded corporations. Effective January 1, 2003, additional disclosure information must be included in the annual statement filed by publicly traded corporations with the California Secretary of State
Morrison & Foerster: California Follows the Sarbanes-Oxley Trend: New State ... Oct 17, 2002
The newly required disclosures are not identical in form or substance to federal disclosure requirements, and as a result a new layer of required filings has been added for most publicly traded corporations. Effective January 1, 2003, additional disclosure information must be included in the annual statement filed by publicly traded corporations with the California Secretary of State
Morrison & Foerster: California Follows the Sarbanes-Oxley Trend: New State ... Oct 17, 2002
The newly required disclosures are not identical in form or substance to federal disclosure requirements, and as a result a new layer of required filings has been added for most publicly traded corporations. Effective January 1, 2003, additional disclosure information must be included in the annual statement filed by publicly traded corporations with the California Secretary of State
Preston Gates & Ellis: California Corporate Disclosure Act Oct 17, 2002
The Act amends the information required by Sections 1502 and 2117 of the California Corporations Code to be filed by domestic and foreign corporations, respectively, and the timing of such filings with the Secretary of State. The Act, effective on January 1, 2003, requires that (1) information statements be filed annually by each domestic and foreign corporation, and (2) additional disclosures within such information statements be provided by every "publicly traded company."1 The information
Fried Frank: California’s Corporate Disclosure Act Requires Ne... Oct 08, 2002
The Act requires every publicly traded company that is either a California domestic corporation or a foreign corporation qualified to do business in California to include the following additional information in a statement filed annually with California's Secretary of State: Director and Executive Officer Compensation and Stock Options. The annual compensation paid to each member of the board of directors and to the five most highly compensated executive officers, including the number of any
Harris Beach: Recent Decisions Extend Reach of Class Action Lawsuits Sep 12, 2002
As explained in further detail below, the separate opinions hold that: (1) a foreign company which makes its stock available to investors in the United States through a company-sponsored program of selling American Depositary Receipts (ADRs) is subject to the personal jurisdiction of domestic federal courts even though the securities are not listed on any American exchange, (2) state law claims incorporated in a securities fraud federal lawsuit are not preempted by the Securities Litigation
Foley Lardner: Corporate Inversions To Cut U.S. Taxes Aug 05, 2002
Sullivan & Worcester: New Regulations on Partnerships Affect Tax Planning for... Aug 01, 2002
S&W LLP -> S&W in Print -> S&W Publications -> New Regulations on Partnerships Affect Tax Planning for Foreign Subsidiaries S&W Publications | News & Views 444 ) frameHeight = frameHeight - 444; document. write( '' ); // -- New Regulations on Partnerships Affect Tax Planning for Foreign Subsidiaries Tax Department Client Advisory #2002-17 August 2002 Printable version (Adobe PDF) Under the Internal Revenue Code provisions of subpart F,1 certain undistributed income (passive income and active
Manatt: TaxLaw@manatt Aug 01, 2002
This means any person engaged in the practice of law, whether as a sole practitioner, in partnership or joint venture form, or as a corporation. A third category concerns payments made to a nonresident alien individual, foreign partnership or foreign corporation that does not engage in a U.S. trade or business and does not perform any labor or personal services in the U.S. Finally, payments to an attorney in the closing of certain real estate transactions are excluded
McDermott: Reverse Hybrid Regulations Set New Rules for In-Bound A... Aug 01, 2002
894-1(d)(2)(ii) regulations address the perceived abuse of the U.S. check-the-box rules by foreign acquirers to convert dividend payments into deductible low withholding rate interest payments. Section 894(c) was amended in 1997 to prevent foreign persons from using hybrid entities companies treated as transparent for U.S. purposes but not for foreign purposes to reduce withholding rates under an otherwise applicable treaty
Lowenstein Sandler: New Jersey's Business Tax Reform Act Makes Major C... Aug 01, 2002
The Act makes major changes to New Jersey's Corporation Business Tax ("CBT") and other changes that, together, will affect nearly every entity doing business in the State. Corporate Alternative Minimum Assessment The new corporate Alternative Minimum Assessment (AMA) will apply to all corporations with an "economic presence" in New Jersey, except New Jersey S corporations, professional corporations, investment companies, and "cooperatives" meeting certain requirements
McDermott: Reverse Hybrid Regulations Set New Rules for In-Bound A... Aug 01, 2002
894-1(d)(2)(ii) regulations address the perceived abuse of the U.S. check-the-box rules by foreign acquirers to convert dividend payments into deductible low withholding rate interest payments. Section 894(c) was amended in 1997 to prevent foreign persons from using hybrid entities companies treated as transparent for U.S. purposes but not for foreign purposes to reduce withholding rates under an otherwise applicable treaty
King & Spalding: Proposed Legislation Limits Related Party Interest Dedu... Jul 26, 2002
Among other things, the legislation attacks the use of abusive tax shelters and prevents transactions in which U.S. corporations move their place of incorporation outside the United States ("inversion transactions"). Of particular note to many U.S. corporations is the bill's increased restrictions on deductions for interest paid by a U.S. corporation to a foreign related person, which are currently limited under the "earnings stripping" rules
Loeb & Loeb: Jurisdictional Reach: Liability of Foreign Corporations... Jul 24, 2002
Jurisdictional Reach: Liability of Foreign Corporations Based on the Activities of Their U.S. Subsidiaries var fscontrolTP = new Object(); fscontrolTP.site_pn=location. pec="";//ERROR CODES //INSERT CUSTOM EVENTS //END EDITABLE SECTION Print This Page Jurisdictional Reach: Liability of Foreign Corporations Based on the Activities of Their U.S. Subsidiaries July 24, 2001 Los Angeles Daily Journal By Peter S. Selvin[1] Foreign companies may often do business in the United States through corporate
Blank Rome: July 2002 Jul 01, 2002
While case law has established the rule that the acts of a subsidiary generally cannot be imputed to a parent corporation and therefore will not create tax nexus for the parent, the result is different if the subsidiary holds itself out as an agent of its parent. The Act codifies a provision of Pennsylvania’s corporate tax regulations which provides that a corporation owning an interest in an unincorporated entity is deemed to own a direct interest in the assets of that entity rather than an
Miller & Chevalier: Applying the Dividend Received Deduction Rules to a U.S... Jun 03, 2002
BUSINESS PLANNING TECHNIQUES Received Deduction Rules to a U.S. Corporation's Investment in a 10/50 CorporationThat Conducts. poration trolled but foreign such foreign corporation
Hodgson Russ: Mergers and Acquisitions - U.S. Tax Considerations Apr 02, 2002
Furthermore, a mismatch in the timing of U.S. and Canadian tax may arise, possibly precluding crediting foreign taxes paid in one country against taxes paid in the other country. For example, when a U.S. shareholder exchanges shares of a Canadian or U.S. corporation for shares of a Canadian corporation, U.S. shareholders owning 5% or more of the acquiring company after the acquisition must enter into a special gain recognition agreement with the IRS. This agreement generally allows U.S.
Caplin & Drysdale: Deconstructing Section 905(c): An Examination of The Re... Apr 01, 2002
First, it provides a broad overview of the foreign tax credit. Although redetermination1 of U.S. tax liability when there are changes in foreign taxes claimed as credits has been required since the foreign tax credit was introduced in 1918, section 905(c) and its predecessors have attracted little commentary
Testa: PFIC Means Potential Taxes on Foreign Investments Apr 01, 2002
...xsp; Private Equity Viewpoint "PFIC" Means Potential Taxes on Foreign Investments William J. Corcoran Michael J. Sutton Spring 2002 U.S. private equity funds and foreign private equity funds with U.S. investors frequently invest in portfolio companies organized outside the United States. Among the many challenges faced by funds investing in foreign corporations, the U.S. passive foreign investment company (PFIC) tax rules can have a significant impact on investment returns
Preston Gates & Ellis: A Taxing Proposition for Shipowners Mar 10, 2002
The US imposes a 4% tax on the US source gross transportation income of foreign business entities, primarily air carriers and ocean-going carriers. An exemption from US tax is provided for income derived by a foreign corporation from the international operation of a ship, provided the foreign country in which the corporation is actively organised grants an equivalent exemption to US entities
Caplin & Drysdale: Taxes Covered By ?960(a)(3) Feb 08, 2002
3 The section is labeled "Taxes Paid by Foreign Corporation and Not Previously Deemed Paid by Domestic Corporation" and it applies, in general, to allow deemed-paid credits for certain foreign taxes paid with respect to earnings and profits previously taxed -- that is, previous to their distribution -- and therefore excluded from gross income upon their distribution pursuant to §959(a). The section reads, in its entirety, as follows: Any portion of a distribution from a foreign corporation
Greenberg Traurig: Estate and Gift Taxation of Nonresident Aliens Dec 13, 2001
US Real and Tangible Property Located Outside the US Stock in Foreign Corporations Insurance Proceeds Certain Debt Obligations Certain Bank Accounts Foreign Partnership Interests. Expenses and Debts Charitable Deduction Marital Deduction No Deduction for Foreign Death Taxes
Kirkpatrick & Lockhart: Changes to Decennial Filing Requirements Affect Organiz... Nov 01, 2001
Act 34 of 2001 has further amended the requirement that a corporation or other association file a decennial registration of its corporate name, proper name, mark, or insignia in order to prevent appropriation of the name by another in Pennsylvania. These entities include business corporations, nonprofit corporations, limited partnerships, limited liability companies, registered limited liability partnerships, and business trusts
Loeb & Loeb: Selected Issues in Cross-Border Electronic Commerce Tra... Nov 01, 2001
The U.S. company granted a foreign entity the right to broadcast the fight live via closed circuit television in the foreign country. The Service ruled that the payment to the U.S. company was foreign-source income because the taxpayer had the right to, and actually did, broadcast the fight in a foreign country
Loeb & Loeb: Selected Issues in Cross-Border Electronic Commerce Tra... Nov 01, 2001
The U.S. company granted a foreign entity the right to broadcast the fight live via closed circuit television in the foreign country. The Service ruled that the payment to the U.S. company was foreign-source income because the taxpayer had the right to, and actually did, broadcast the fight in a foreign country
Morgan Lewis: Finding a Friend in the Frenzy - Joint Ventures for Lon... Sep 14, 2001
Possibilities include a limited liability company (or "LLC"), a limited partnership, a general partnership, a corporation, or a combination of these entities. If a corporation is to serve as the joint venture vehicle, it may be eligible for treatment as an S corporation
Isaacson: Conservation Tax Alert Sep 01, 2001
Because it is not uncommon for Colorado properties to be owned by residents of other jurisdictions, it is worth a reminder that in House Bill 1155, the term "taxpayer" (to whom this tax credit would be available) is defined as a "resident individual" or a "domestic or foreign corporation subject to the provisions" of the Colorado income tax statutory provisions applicable to corporations. A "resident individual" is defined in C.R.S. 39-22-103(8)
Loeb & Loeb: Jurisdictional Reach: Liability of Foreign Corporations... Jul 24, 2001
Jurisdictional Reach: Liability of Foreign Corporations Based on the Activities of Their U.S. Subsidiaries var fscontrolTP = new Object(); fscontrolTP.site_pn=location. pec="";//ERROR CODES //INSERT CUSTOM EVENTS //END EDITABLE SECTION Print This Page Jurisdictional Reach: Liability of Foreign Corporations Based on the Activities of Their U.S. Subsidiaries July 24, 2001 Los Angeles Daily Journal By Peter S. Selvin[1] Foreign companies may often do business in the United States through corporate
Miller & Chevalier: Tax Controversy Alert - Corporate Tax Reduction Transac... Jul 16, 2001
...com ADR Transaction Found Valid A recent taxpayer victory in an economic substance case concerning American depository receipts (ADRs) could have significant repercussions on foreign tax credit planning. 14, 2001), the 8th Circuit held that a structured stock purchase and sale that generated capital losses and foreign tax credits (FTCs), that was not profitable without the FTCs, nonetheless had a business purpose and economic substance and was therefore not a sham
Lane Powell: Oregon: Multistate Taxation and E-Commerce Jul 01, 2001
Oregon Corporation Excise Tax. Oregon imposes a net income tax on corporations doing business or authorized to do business in Oregon
Harris Beach: Cross-Border Business Expansion and Choice of Entity Fo... Jun 21, 2001
The types of business entities that can be utilized in the United States include sole proprietorship, partnership, limited partnership, corporation, and limited liability company. In addition, a Canadian foreign corporation such as an entity formed at the provincial or federal level in Canada can become licensed as a foreign corporation in New York
Morgan Lewis: Inbound Grantor Trusts Jun 13, 2001
The Small Business Job Protection Act of 1996 (the "1996 Act")1/ made significant changes to the rules applicable to to foreign trusts and trusts established by non-U.S. persons. The new rules were intended topreventtaxavoidancethroughtheuseofforeigntrustsandtheexploitationofthegrantortrustrules
Debevoise: The Private Equity Report Apr 01, 2001
In light of the more robust investment climate for private equity firms abroad, Gary Friedman, one of our Tax partners, helps to simplify the Byzantine rules that U.S. private equity firms investing in foreign portfolio companies can face. In a recent update to the SEC's Division of Corporation Finance Current Issues and Rulemaking Projects Outline, the staff indicated
Goodwin Procter: Financial Services Alert Mar 27, 2001
The case interprets Section 1 of the FAA, which excludes "contracts of employment of seamen, railroad employees, or any other class of workers engaged in foreign or interstate commerce" from coverage under the FAA. Agreeing with the majority of Appeals Courts to consider this issue, the Supreme Court ruled that the Section 1 exclusion only applies to seamen, railroad workers and other transportation workers. The Supreme Court applied canons of statutory interpretation in holding that Section 1
Drinker Biddle & Reath: Minority Shareholder Litigation Remains Unsettled Mar 08, 2001
The second issue is whether the statute applies to New Jersey minority shareholders of foreign close corporations. Valuation Date Under N.J.S.A. 14A:12-7(1), the court is empowered to impose remedies in cases of corporate deadlock or, in the case of corporations with 25 or fewer shareholders, to protect minority shareholders from fraud, illegality, mismanagement, oppression or unfairness by those in control
Morgan Lewis: United States Taxation of the International Private Cli... Mar 01, 2001
INTERNATIONAL LAW OFFICE OFFSHORE SERVICES - USA Contributed by Morgan, Lewis us LLP Overview (March 2000) Introduction Distinguishing Foreign from US Clients Taxation of Foreign Clients' US Activities Taxation of US Clients' Foreign Activities Tax Consequences of Expatriation Conclusion. Efficient planning for these clients often involves the establishment of corporations and trusts in these offshore jurisdictions
Allen & Overy: Securities and Futures Bill - Feb 2001 Feb 01, 2001
AUDIT REQUIREMENTS OF "LICENSED CORPORATIONS". The Bill creates a licensing, regulatory and disciplinary regime for "licensed corporations"
Weil: WGM Internet Law Bulletin Dec 20, 2000
12/14/00) Court denies motion to dismiss for lack of personal jurisdiction, based on findings that defendant, a foreign corporation, maintained an "active" Web site selling products, and operated retail stores in the forum state. (Jurisdiction) British Telecommunications v. Prodigy, Inc., No. 00cv09451, (S.D.N.Y., filed 12/13/00) British Telecommunications sues Prodigy, seeking a declaration that it owns the patent to "hyperlink" technology and a finding that Prodigy has infringed on that patent
McDermott: Extraterritorial Income Exclusion Dec 01, 2000
The ETI exclusion replaces the existing foreign sales corporation (FSC) regime. Some new situations that benefit under the ETI regime include individuals, S corporations and partnerships; U.S. companies with net operating losses or that are in an alternative minimum tax position and income from certain products produced outside the United States
McDermott: Extraterritorial Income Exclusion Dec 01, 2000
The ETI exclusion replaces the existing foreign sales corporation (FSC) regime. Some new situations that benefit under the ETI regime include individuals, S corporations and partnerships; U.S. companies with net operating losses or that are in an alternative minimum tax position and income from certain products produced outside the United States
Best Best & Krieger: Business Law Update Oct 01, 2000
Effective January 1, 1998, corporations that sponsor ESOPs became eligible to elect to be treated as S corporations for federal income tax purposes. Before 1998, S corporations could not adopt ESOPs
Mayer Brown: The Financial Services Regulatory Report - IRS Conclude... Jul 23, 2000
5 No. 2 / February-March 1998 Contents: 1) IRS Concludes First APA to Sanction Separate Branch Treatment and Provide a Specific Methodology for Testing Interbranch Foreign Exchange Spot and Forward Contracts. 4) Firm Notes IRS CONCLUDES FIRST APA TO SANCTION SEPARATE BRANCH TREATMENT AND PROVIDE A SPECIFIC METHODOLOGY FOR TESTING INTERBRANCH FOREIGN EXCHANGE SPOT AND FORWARD CONTRACTS On February 9, 1998, Dai-Ichi Kangyo Bank Ltd, (the ABank@), represented by Mayer, Brown , announced that it had
Hayboo: 1999 Stark and Fraud and Abuse Update Apr 05, 2000
Haynes Boone | KnowledgeConnect | Over There or The Wretched Refuse - Leading the Foreign Corporation to a Fresh Start in the US 3) { window. visibility = "visible"; } } //-- PublicationHot TopicsPublicationsFirm Seminars2/28/2003 - Over There or The Wretched Refuse - Leading the Foreign Corporation to a Fresh Start in the US AuthorsScott W. EverettRobin E. PhelanRelated Practice GroupsBusiness Reorganization/Bankruptcy15th Annual International Law Institute, Richardson, Texas, February 28,
Caplin & Drysdale: Treaties and Interest Expense Allocation: Moving in a N... Jan 01, 2000
...l Various newspapers and publications immediately jumped on the decjsion, predicting ominously that the casecould causea "stampede" by foreign banks to recover "billions of dollars" in taxes. Under the fungibility approach, a foreign corporation's interest expense deduction was calculated by apportioning the corporation's aggregate worldwide interest expenseto the U.S. branch based on the ratio of U.S. to total assets
Shaw Pittman: Selected Provisions of Pending Money Laundering Legisla... Dec 07, 1999
KNOW YOUR CUSTOMER Section 3 of the Act (to be codified at 31 U.S.C. § 5331) prohibits a financial institution from opening or maintaining an account in the U.S. for any foreign entity, or representative of a foreign entity, unless the institution identifies and maintains a record of the identity of each person having a direct or beneficial ownership interest in the account. Institutions currently covered by the Bank Secrecy Act, including U.S. banks, U.S. branches and agencies of foreign banks,
Miller & Chevalier: Tax Controversy Alert - IRS Victories Nov 01, 1999
Compaq captured dividends from Royal Dutch Shell by executing nearly simultaneous purchases and sales of the corporation's shares. Compaq realized a capital loss on the sale, which offset unrelated capital gains, and received the dividends net of a 15% withholding tax, for which it claimed a foreign tax credit
Morgan Lewis: International Aspects of Family Business Succession Pla... Oct 04, 1999
III. Foreign Considerations in Ownership Transfers by or to Non-U.S. Family Members. A. B. C. Foreign Marital Property Laws Foreign Inheritance Laws Foreign Estate and Inheritance Tax Laws
Lane Powell: Doing Business in the United States of America Apr 01, 1999
7 REPORTING REQUIREMENTS FOR FOREIGN INVESTORS. independent sales representative agreements; joint ventures; strategic alliances; licensing and other forms of proprietary protection; distribution arrangements; the establishment, financing and operation of the U.S. or foreign branches and subsidiaries; international business negotiations; the structuring, acquisition and disposition of real estate investments; the handling of international disputes; trade regulation; compliance with U.S.
Debevoise: Final Regulations Issued on Reporting Certain Transfers... Mar 02, 1999
...pubid=131616732001=4yes','link','width=617,height=550,menubar=yes,location=yes,scrollbars,left=0,top=0'); } Final Regulations Issued on Reporting Certain Transfers to Foreign Partnerships and Corporations By Adele M Karig and Thomas R LevyMarch 2, 1999 On February 4, 1999, the IRS issued final regulations imposing reporting requirements for certain transfers by a U.S. person of (1) cash and other property to a foreign partnership or (2) cash to a foreign corporation. These regulations will apply
Caplin & Drysdale: Navigating the Global Netting Rules: Uncertainties Abou... Nov 01, 1998
Although the new rules fit within the existing source of income rules under §861 of the Code, they have broad implications for other aspects of international tax practice, including the foreign tax credit, controlled foreign corporations, transfer pricing, foreign personal holding companies and foreign trusts. The 1998 IRS Form 1120-F, U.S. Income Tax Return of a Foreign Corporation, contains several changes of interest to tax practitioners; the IRS Advance Pricing Agreement (APA) program may be
Debevoise: IRS Issues Proposed Regulations on Reporting Requiremen... Oct 06, 1998
...pubid=1158337202001=4yes','link','width=617,height=550,menubar=yes,location=yes,scrollbars,left=0,top=0'); } IRS Issues Proposed Regulations on Reporting Requirements for U.S. Persons With Respect to Foreign Partnerships and Foreign CorporationsBy Adele M Karig, Thomas R Levy, Jonathan A Small, and Marcus H StrockOctober 6, 1998The IRS has issued three proposed regulations setting forth information reporting requirements for: 1. Certain transfers by a U.S. person of cash and other property to a
Weil: Additional Recent Decisions Of Note Aug 01, 1998
Div. 1st Dep't Oct. 2, 1997) Supreme Court of the State of New York, Appellate Division, First Department, holds that a Delaware corporation, D.F. King & Co., cannot be required under New York law, "over its objection, to provide interim indemnification" to an employee alleged to have improperly obtained information concerning Bear, Stearns & Co. customers during the term of his employment at D.F. King. The court acknowledged the authority under New York law of "a court to grant indemnification
Troutman Sanders: Summer 1998 Jul 01, 1998
Douglas L. Miller Benjamin Cheng In the current climate of alternative dispute resolution, contractual arbitration provisions have become commonplace in joint venture contracts involving foreign investors. In negotiating the arbitration clause of a contract in the PRC, foreign investors have three options for designating an arbitration forum: a foreign arbitration body (like the American Arbitration Association), a domestic arbitration body within the PRC, or an international arbitration body
Chadbourne & Parke: IRS Nixes Hybrid Branches Jan 01, 1998
A "hybrid branch" is a foreign company that the taxpayer has elected to ignore for US tax purposes but that is treated as a real company for tax purposes in a foreign country. An example is a foreign company with only one owner where the taxpayer has made a "check the box" election to treat the foreign company as a branch
Chadbourne & Parke: Tax Experts Only -- Effects of New Tax Law on Project F... Aug 01, 1997
CFC ¹ PFIC Starting next year, a foreign corporation that is a CFC cannot also be a PFIC. This will eliminate PFIC issues in most foreign projects. Therefore, a foreign corporation in which a US investor owns less than 10% of the voting stock can still be a PFIC, notwithstanding that the foreign corporation is a CFC. It is probably still a good idea routinely to file protective QEF elections for all foreign corporations, even foreign corporations that are CFCs
Chadbourne & Parke: Effects of New Tax Law on Project Finance Community Aug 01, 1997
CFC ¹ PFIC Most foreign projects with US investment are structured to give investors the option to defer US taxes on their earnings. A US investor must be careful to avoid turning his holding company into a "PFIC" (passive foreign investment company)
Pillsbury Winthrop: Online Taxation Issues Undergo Federal Scrutiny May 05, 1997
The Department of the Treasury Office of Tax Policy has already released a Discussion Paper seeking comment on federal income tax policy and administration issues presented by developments in communication technology and electronic commerce, particularly with regard to foreign corporations. The Discussion Paper, for example, notes that if a foreign business solicits orders from U.S. customers through advertising and forwards goods in response to those orders, without any other activity, that
Adams Kleemeier: Doing Business With Troubled Companies Apr 01, 1997
This procedure is generally used where the defendant is either (i) a nonresident, (ii) a foreign corporation, (iii) a domestic corporation whose officers cannot be found, (iv) concealing himself with the intent to defraud creditors or to avoid service of summons, or (v) concealing or removing property with intent to defraud creditors. If any of these grounds can be shown, the sheriff will seize the defendant's property so that it potentially may be used to satisfy a plaintiff's money judgment
Pillsbury Winthrop: Tax Law: New 'check-the-box' regulations enab... Feb 10, 1997
Pillsbury Winthrop LLP | Resources | Legal Developments | Tax Law: New 'check-the-box' regulations enable foreign and domestic taxpayers to opt more simply to classify certain business entities as corporations or partnerships. On Jan. 1, new rules for determining the tax classification of business entities became effective, fundamentally changing the manner in which both U.S. and foreign taxpayers will structure cross-border business transactions
Shaw Pittman: Minimum Contacts Analysis in the Electronic Age. CCM-Th... Feb 01, 1997
Testa: The Northern R&D Tax Haven: Canadian Research and Devel... Apr 01, 1996
Quebec will go as far as granting a two-year tax holiday to a foreign researcher employed in Quebec to do research in Quebec. Net Cost of Doing Research in Quebec and Ontario Quebec Independent Canadian Corporations* Quebec Other Canadian Corporations Ontario Independent Canadian Corporations* Ontario Other Canadian Corporations Qualified R&D Expenditures $1,000 $1,000 $1,000 $1,000 Federal Benefits 451 437 525 497 Provincial Benefits 338 229 155 137 Total Benefits $ 789 $ 666 $ 680 $ 634 Net
Arnold Porter: Client Memo: International Tax Practice -- U.S. Citizen... Feb 15, 1996
...creator = self; } //-- Archived Articles : Litigation - International Litigation ration Client Memo: International Tax Practice -- U.S. Citizens Married to Foreign Spouses: Foreign Personal Holding Company Rules Kenneth J. Krupsky document. title + " - Client Memo: International Tax Practice -- U.S. Citizens Married to Foreign Spouses: Foreign Personal Holding Company Rules"; February 15, 1996 It is generally understood that the United States taxes the worldwide income of all U.S. citizens,
Chadbourne & Parke: IRS Cracks Down on Two Gambits to Increase Foreign Tax ... May 01, 1994
IRS Cracks Down on Foreign Tax Credits //tmtC_cssOnBrowser tmt_css_NN = "../../chad_nn.css"; tmt_css_IE = "../../chad.css"; if(document. print() } Print This Page IRS Cracks Down on Two Gambits to Increase Foreign Tax Credits The Internal Revenue Service issued proposed rules this week aimed at preventing companies from structuring their overseas investments in a way that boosts the amount of foreign taxes they can credit against income taxes in the United States
Pillsbury Winthrop: U.S. Negotiation Of Foreign Patent Licenses May Mean A ... Jan 01, 1993
Pillsbury Winthrop LLP | Resources | Legal Developments | U.S. Negotiation Of Foreign Patent Licenses May Mean A Foreign Coporation Places Itself Within U.S Court Jurisdiction var blnPositionHighlights = true var blnIsLoaded = false var intDescCount = 1 var intDescTimeout function change(id, newSrc) { var theImage = FWFindImage(document, id, 0); if (theImage) { theImage. detected=1; break; } } } else { for (i = 0; i 4) { // handle netscape 6 and above for (var i = 0; i -- -- Legal Developments
Morgan Lewis: Treasury Description of the President's Dividend E... Dec 31, 1969
...mechanics that impose at least a one-year delay between the time that a corporation had earnings and the time at which those earnings could be distributed as excludable dividends; subject to a transition rule, a limitation on corporate net operating loss ("NOL") carrybacks to one year; a requirement that certain income tax refund amounts be applied as a credit against future tax liability, rather than immediately refunded; the retention of the 70 and 80 percent dividends received deductions that
December 22
Spring 2004; Volume 6
Qualified Foreign Country To be exempt, the non-U.S. company must be organized in a qualified foreign country, defined as a country that grants a similar exemption to U.S. companies. This may mean a country that: a) imposes no income tax in general; b) provides an exemption in its domestic law; or c) provides for a specific exemption by treaty between the foreign country and the United States
International Partnerships
By Giovanna T. Sparagna IRS Closes Technical Loophole to Eliminate Foreign Tax Credit Planning with Stapled Stock. On July 23, 2003, the IRS released Notice 2003-50,1 closing down a foreign tax credit planning technique that involved the use of a "stapled" foreign corporation as defined in section 269B of the Internal Revenue Code ("the Code")
IRS: Treaty Filings
IRS to examine foreign corporations' tax forms. A senior IRS official recently indicated that the IRS will examine certain filings by non-US corporations to determine whether further enforcement measures are necessary
10/15/2001 - Changes to Business Organization Laws
Dealing with Environmental Issues in the Acquisition of Industrial Facilities: Answers to Buyers' Frequently Asked Questions "Brazilian Cross-Border Project Finance and Foreign Exchange Controls" A New Economic and Fiscal Approach for Petroleum Exploration and Production Agreements Municipal Setting Designations Author: James R. Peacock, III Foreign Corporations and LLC's - SB 1123 Article 8. A of the Business Corporation Act ("BCA") is amended by SB 1123 to provide that certain filings with the
Securities Law Alert - November 8
November 2002 CALIFORNIA IMPOSES SUBSTANTIAL DISCLOSURE OBLIGATIONS ON PUBLIC COMPANIES INCORPORATED IN CALIFORNIA OR QUALIFIED TO DO BUSINESS THEREIN California recently enacted the California Corporate Disclosure Act (the "Act") which amends Sections 1502 and 2117 of the California Corporations Code to require, among other things, that any "publicly traded" corporation that is either organized under California law or qualified thereunder to conduct business as a foreign corporation provide the
International
Driven by concerns about a perceived loss of U.S. jobs to foreign workers, both Congress and state legislatures are considering proposals to limit companies that offshore from winning government contracts, as well as a number of related proposals. In 2003 Congress passed legislation prohibiting the Department of Homeland Security from awarding contracts to a foreign incorporated entity that is treated as an inverted domestic corporation
November 19
REGIONAL DEVELOPMENTS Qualified Foreign Institutional Investors Allowed to Enter Chinese Domestic A-Share Market and Markets for Other Types of Securities. It has been reported that China announced that qualified foreign institutional investors (QFIIs) are allowed to invest in Chinese treasury bonds, corporate bonds and listed funds, as well as A-shares, which comprises 31 percent of the $550 billion Chinese domestic stock market
November 22
AVAILABLE MEMORANDA Sidley Austin Brown & Wood llp has prepared a memorandum on the California Disclosure Act which substantially expands the type of information that must be filed with the California Secretary of State by any "publicly traded" corporation that is either organized under California law or qualified to conduct business as a foreign corporation. This memorandum is available at www
When The Going Gets Tough For Your Customers
With rising interest rates and stiff foreign competition, many companies here in the Triad are shutting their doors or turning to the bankruptcy courts for relief. This procedure is generally used when a customer is either (i) a nonresident, (ii) a foreign corporation, (iii) a domestic corporation whose officers cannot be found, (iv) concealing itself with the intent to defraud creditors or to avoid service of summons, or (v) concealing or removing property with intent to defraud creditors
Foreign Investments: Vicarious Liability
A.B.A. National Institute "Foreign Corrupt Practices Act: How to Comply under the New Amendments and the OECD Convention" February 19, 1999 Marina del Rey, California March 12, 1999 Coral Gables, Florida. II. DEFINITION OF "KNOWING" It is unlawful to offer, pay or promise to pay "any person, while knowing that all or a portion of such money or thing of value will be offered, given, promised, directly or indirectly," to any foreign official for a prohibited purpose
04-01-01: International News
Extraterritorial Income Exclusion By Michael R. Fayhee, Rachel L. Waimon and Lowell D. Yoder Qualifying Exporters The ETI exclusion replaces the existing foreign sales corporation (FSC) regime. Those who now benefit under the ETI regime include individuals, S corporations and partnerships; U.S. companies with net operating losses or that are in an alternative minimum tax position; and income from certain products produced outside the United States
04-01-01: International News
Extraterritorial Income Exclusion By Michael R. Fayhee, Rachel L. Waimon and Lowell D. Yoder Qualifying Exporters The ETI exclusion replaces the existing foreign sales corporation (FSC) regime. Those who now benefit under the ETI regime include individuals, S corporations and partnerships; U.S. companies with net operating losses or that are in an alternative minimum tax position; and income from certain products produced outside the United States
: International News
But METI and Keidanren (an industrial organization that participated in amending the Commercial Code and Corporation Tax Law) have released the information and is receiving comments from the legal industry, which expects the new amended bill to mark a significant step towards opening Japanese mergers and acquisitions (M&A) markets to companies worldwide. Another disappointment is that the amendment provides that only shares of Kabushiki Kaisha (a form of Japanese corporation) can be used as
: International News
But METI and Keidanren (an industrial organization that participated in amending the Commercial Code and Corporation Tax Law) have released the information and is receiving comments from the legal industry, which expects the new amended bill to mark a significant step towards opening Japanese mergers and acquisitions (M&A) markets to companies worldwide. Another disappointment is that the amendment provides that only shares of Kabushiki Kaisha (a form of Japanese corporation) can be used as
Akin Gump: Foreign Acquisitions
For the past 24 years--from the very inception of the HSR program--acquisitions of foreign assets by foreign persons1 have been completely exempt from filing requirements. In a significant change, this absolute exemption will no longer apply when the foreign assets have generated more than $50 million in annual U.S. sales
Baker & Hostetler: Tax: The New Disclosure Regime
Baker & McKenzie: Law Alert8 California Corporate Disclosure
California Jumps on the Corporate Governance Bandwagon On September 28, 2002, the Governor of California signed into law the California Corporate Disclosure Act (the "Act"), which requires publicly traded corporations incorporated or qualified to do business in California to disclose information about their auditors, directors and officers and past history, in addition to information currently required to be filed. Summary of the Act Corporations incorporated or qualified to do business in
Clifford Chance: Tax-Free Acquisitions by Foreign Entities - Satis...
Tax-Free Acquisitions By Foreign Entities. Subject to the discussion below, most foreign acquisitions of domestic target corporations can be structured, with some tinkering, as tax-free reorganizations
Curtis Mallet-Prevost: Recent Developments in U.S. Taxation of International T...
The two types of arrangements are: (1) those that are formed primarily to generate foreign tax credits and (2) those with hybrid entities that are used to reduce foreign taxes. Foreign Tax Credit Abuses On December 23, 1997, Treasury and the IRS released Notice 98-5 announcing that regulations to be issued will disallow foreign tax credits for foreign taxes generated in certain arrangements that are considered "abusive tax-motived transactions." The abusive arrangements are designed to generate
Curtis Mallet-Prevost: Transfer Pricing Cost Sharing Arrangements
These regulations directly affect arrangements between domestic and foreign affiliates. A qualified arrangement: (i) will not be treated as a partnership under subchapter K; (ii) will not cause a participant that is a foreign corporation or nonresident alien individual to be treated as engaged in a trade or business within the United States, solely by reason of its participation in the arrangement; and (iii) will not result in allocations by the IRS, within the cost sharing arrangement, except
Dickstein Shapiro: Internet Patent Infringement
Finnegan Henderson: Aztar Corp. v. MGM Casino
9, 2001) (adopting magistrate's recommendation) Plaintiff operated hotels and casinos under the federally registered mark TROPICANA. Defendant, a foreign corporation based in Antigua, operated an interactive gambling website under the name “Tropicana Casino” located at the domain name “tropicanacasino.com.” Defendant also used the TROPICANA mark as a metatag. Among other claims, plaintiff sued defendant for false designation of origin, trademark infringement, counterfeiting, dilution, and
Howard Rice: E-Commerce: Who Has Jurisdiction?
...(5) The net effect of the reasonableness standard is to require more close contact between a foreign defendant and the forum country than is required under constitutional due process. A separate but related inquiry is when a corporation must qualify to do business in a state other than that of its incorporation
Kramer Levin: PDF
The benefits of these changes are generally limited to US non-corporate taxpayers; capital gains recognized by most foreign taxpayers are generally not subject to US tax, and the Act does not change the rate of withholding on dividends paid to foreign shareholders, which remains at 30 percent (unless reduced by applicable treaty). Dividends qualifying for this new lower rate include dividends received in 2003 through 2008 from United States corporations and those foreign corporations meeting the
Morris: Taxation of Flow Through Entities in a Multistate Conte...
7753 Introduction The taxation of Partnerships, S Corporations and other "flow through" entities on a multistate basis has long been a complex and unsettled area. See, e.g., American Bar Association Subcommittee on State Taxation of S Corporations; Report of the Subcommittee on State Taxation of S Corporations: Model S Corporation Income Tax Act and Commentary, 42 The Tax Lawyer, 1001 (1989); Multistate Tax Commission, The Multistate Tax Commission "Working Draft" of a Proposed Model Rule for a
Morris: Statutory Regulation of Nonresident Contractors: The Ge...
23 The court of appeals stated that a foreign corporation does not shed its status as a nonresident simply by having an office or by transacting business in Georgia nor by obtaining a certificate of authority from the Georgia Secretary of State. The NRCA was strictly applied by Judge Etheridge of the Superior Court of Fulton County in Algernon Blair, Inc. v. Jack Nicklaus Development Corporation of Georgia
Morris: Statutory Regulation of Nonresident Contractors: The Ge...
23 The court of appeals stated that a foreign corporation does not shed its status as a nonresident simply by having an office or by transacting business in Georgia nor by obtaining a certificate of authority from the Georgia Secretary of State. The NRCA was strictly applied by Judge Etheridge of the Superior Court of Fulton County in Algernon Blair, Inc. v. Jack Nicklaus Development Corporation of Georgia
Morris: Statutory Regulation of Nonresident Contractors: The Ge...
23 The court of appeals stated that a foreign corporation does not shed its status as a nonresident simply by having an office or by transacting business in Georgia nor by obtaining a certificate of authority from the Georgia Secretary of State. The NRCA was strictly applied by Judge Etheridge of the Superior Court of Fulton County in Algernon Blair, Inc. v. Jack Nicklaus Development Corporation of Georgia
Morris: Statutory Regulation of Nonresident Contractors: The Ge...
23 The court of appeals stated that a foreign corporation does not shed its status as a nonresident simply by having an office or by transacting business in Georgia nor by obtaining a certificate of authority from the Georgia Secretary of State. The NRCA was strictly applied by Judge Etheridge of the Superior Court of Fulton County in Algernon Blair, Inc. v. Jack Nicklaus Development Corporation of Georgia
Morris: Statutory Regulation of Nonresident Contractors: The Ge...
23 The court of appeals stated that a foreign corporation does not shed its status as a nonresident simply by having an office or by transacting business in Georgia nor by obtaining a certificate of authority from the Georgia Secretary of State. The NRCA was strictly applied by Judge Etheridge of the Superior Court of Fulton County in Algernon Blair, Inc. v. Jack Nicklaus Development Corporation of Georgia
Parsons Behle & Latimer: Planning the Foreign Operation: Entity Selection and Su...
I. Factors in Structure Selection A. Local (foreign) law. The laws of the foreign country in which a business is operated (“local law”) will determine, in part, the entity selected
Piper Rudnick: California Corporate Disclosure Act Alert
Piper Rudnick: Congress Enacts $350 Billion Tax Cut
Riker Danzig: 9/96 How the Tax Legislation Affects Individuals
The deduction only applies to the extent that total contributions of the stock of a particular corporation do not exceed 10% of the outstanding stock of such corporation. Like expatriating citizens, for ten years after the "terminating event", they will be (i) taxable on their U.S. source income (determined under a newly expanded definition), (ii) subject to an expanded definition of U.S. gross estate (including stock in the foreign corporation in which the decedent had more than 50% of the vote
Sidley Austin: Fifteen Percent Individual Tax Rate on Dividends - IRS ...
Fifteen Percent Individual Tax Rate on Dividends -- IRS Guidance on "Qualified Foreign Corporations" The Internal Revenue Service (the"IRS") recently published Notice 2003-691 and Notice 2003-71,2 both of which provide guidance regarding the taxation of dividends paid by foreign corporations under the Jobs and Growth Tax Relief Reconciliation Act of 2003 (the "Act"). 3 Generally, the Act provided that (i) dividends paid by a"qualified foreign corporation"would be subject to a fifteen percent
Sidley Austin: Tax Practice Memorandum
Our Clients Tax Practice Group Opportunities for Foreign Issuer Tier 1 Capital Created by New U.S. Tax Legislation June 3, 2003. 1 One of the Act's features is that dividends from certain foreign corporations are eligible for the preferential 15 percent rate
Sidley Austin: Proposed and Temporary IRS Tax Shelter Disclosure and L...
Sidley Austin: Tax Newsletter--Jobs and Growth Tax Relief Reconciliati...
5 The term "qualified dividend income" is defined as dividends6 received during a taxable year from domestic corporations and "qualified foreign corporations," other than (i) dividends from corporations exempt from tax under sections 501 or 521,7 (ii) any amount allowed as a deduction under section 591,8 and (iii) any dividend described in section 404(k). 6 The Act effectively incorporates the Code's current "dividend" definition, basically, any distribution of property made by a corporation to
Sidley Austin: Venture Capital Investment in Hi-Tech Companies
The Federal Circuit Permits Foreign Government Subcontractor to Charge Depreciation Costs Based on Historic, Rather Than Current Rate of Exchange Reversing a decision of the Armed Services Board of Contract Appeals, the Court of Appeals for the Federal Circuit permitted a Turkish joint venture, consisting of General Electric and three local entities, to charge depreciation costs for capital equipment under a contract with the U.S. Government based on the historic rate of exchange between the
Sidley Austin: Amended Regulations on Confidential Transactions and Pe...
2 In addition,the IRS imposed new reporting requirements for U.S. owners of certain foreign disregarded entities and made substantial changes to the proposed Circular 230 standards for certain tax opinions. The minimum fee is $250,000 for a transaction if the taxpayer is a corporation (or a partnership or trust all of the ultimate owners of which are corporations) and $50,000 for all other transactions
Sidley Austin: Tax Newsletter - Final IRS Reporting and Listing Regula...
Secondly, the Final Regulations contain a significant new exception for restrictions on a taxpayer's ability to disclose information regarding a proposed acquisition of a corporation's historic assets constituting an active trade or business that the acquirer intends to continue (through either an acquisition of assets or of more than 50 percent of the corporation's stock) provided that (i) the target, or in the case of an asset acquisition the seller, is not an investment company (as defined in
Snell & Wilmer: The IRS Issues New Guidance on Stock Options
Only "corporations" may grant SSOs. The proposed regulations clarify that the term corporation includes any S corporation, foreign corporation, or limited liability corporation ("LLC") that is treated as a corporation for all federal tax purposes
Spai...: Group Taxation in Belgium
The parent must be (i) a French legal entity subject to corporation tax either by law (société anonyme / SA; société par actions simplifiée / SAS; société à responsabilité limitée / SARL; or société en commandite par actions / SCA) or upon election with respect to otherwise pass-through entities (société en nom collectif / SNC; société en commandite simple / SCS; or société civile / SC), or (ii) the French permanent establishment of a foreign corporation that is subject to French corporation tax
Stoel Rives: California Implements Corporate Disclosure Requirements
A. New Filing Requirements The Act increases the frequency of the filing of a statement of information, from once every two years to once every year, that all public and private corporations incorporated or qualified to transact intrastate business in California must make with the California Secretary of State. Only "Publicly Traded" Companies Are Subject to Expanded Disclosure Obligations Although all corporations doing business in California are required to file an annual statement of
Ulmer & Berne: Foreign Sales Corporation Rules Repealed - New Regime i...
Events and Publications | Business etters Foreign Sales Corporation Rules Repealed - New Regime in Place for the Taxation of Exports by Michael A. Cullers Business & Tax Law Letter Spring 2001 The Foreign Sales Corporation Repeal and Extraterritorial Income Exclusion Act of 2000 (the "Act") became effective on September 30, 2000. The legislation was enacted in response to a decision by the World Trade Organization ("WTO") that the United States' taxation of foreign sales corporations ("FSC")
Ulmer & Berne: Ohio's Nonprofit Corporation Laws Receive A Faceli...
What's New at Ulmer & Berne Ohio's Nonprofit Corporation Laws Receive A Facelift Christopher C. McCracken Ulmer & Berne LLP In the waning hours of last year's legislative session, the Ohio House of Representatives and Senate passed Am. H.B. No. 597, bringing about substantial revisions to Ohio's nonprofit corporation law (Ch
Vinson & Elkins: "International Joint Ventures: Basic Tax Goals and...
Vinson Elkins: International Joint Ventures: Basic Tax Goals and Struc...
White & Case: FTC Revises Rules on Acquisitions of Foreign Assets and...
...and Voting Securities, article by Martin M. Toto, New York Office of White & Case LLP" FTC Revises Rules on Acquisitions of Foreign Assets article by Martin M. Toto FTC Revises Rules on Acquisitions of Foreign Assets and Voting Securities By Martin M. Toto By Martin M. Toto, White & Case LLP, New York TODAY s world of cross-border mergers and acquisitions requires compliance with the antitrust filing schemes of a potentially large number of jurisdictions. Many jurisdictions have their own filing
White & Case: New Japanese Securities Intermediation Intended to Faci...
Under the amendments, registered securities sales agency services may be performed by entities entrusted by, and acting on behalf of, one or more of the following principals: registered securities broker-dealers; registered branches of foreign securities broker-dealers; and other financial institutions, such as banks and insurance companies, with special registrations which permit them to market certain types of securities products. e., order taking and intermediation of securities brokerage
December 22
International Partnerships
By Giovanna T. Sparagna IRS Closes Technical Loophole to Eliminate Foreign Tax Credit Planning with Stapled Stock. On July 23, 2003, the IRS released Notice 2003-50,1 closing down a foreign tax credit planning technique that involved the use of a "stapled" foreign corporation as defined in section 269B of the Internal Revenue Code ("the Code")
10/15/2001 - Changes to Business Organization Laws
Dealing with Environmental Issues in the Acquisition of Industrial Facilities: Answers to Buyers' Frequently Asked Questions "Brazilian Cross-Border Project Finance and Foreign Exchange Controls" A New Economic and Fiscal Approach for Petroleum Exploration and Production Agreements Municipal Setting Designations Author: James R. Peacock, III Foreign Corporations and LLC's - SB 1123 Article 8. A of the Business Corporation Act ("BCA") is amended by SB 1123 to provide that certain filings with the
When The Going Gets Tough For Your Customers
With rising interest rates and stiff foreign competition, many companies here in the Triad are shutting their doors or turning to the bankruptcy courts for relief. This procedure is generally used when a customer is either (i) a nonresident, (ii) a foreign corporation, (iii) a domestic corporation whose officers cannot be found, (iv) concealing itself with the intent to defraud creditors or to avoid service of summons, or (v) concealing or removing property with intent to defraud creditors
Foreign Investments: Vicarious Liability
A.B.A. National Institute "Foreign Corrupt Practices Act: How to Comply under the New Amendments and the OECD Convention" February 19, 1999 Marina del Rey, California March 12, 1999 Coral Gables, Florida. II. DEFINITION OF "KNOWING" It is unlawful to offer, pay or promise to pay "any person, while knowing that all or a portion of such money or thing of value will be offered, given, promised, directly or indirectly," to any foreign official for a prohibited purpose
December 3
The court explained that the rule will not foreclose a consumer protection suit where plaintiffs did not buy the allegedly overpriced product directly from the corporation. Plaintiffs had alleged that the corporations conspired to restrain trade by entering into licensing agreements that contained anticompetitive provisions intended to further Microsoft's monopoly of the operating system market
Project Finance Update
This is due to interaction between the US-UK tax treaty and the "advance corporations tax," or ACT, in the United Kingdom. For example, a US multinational that is not in a position to use foreign tax credits in the US may find the US taxes it must pay on the dividend exceed any tax savings in the UK. A recent private letter ruling suggests there may be a way to distribute earnings that is considered a dividend in the UK but not in the US. This would trigger UK refunds without triggering taxes in
Project Finance Update
Robin Mizrahi November 23, 1999 New Insurance for Capital Markets Financings by Noam Ayali top The Overseas Private Investment Corporation has introduced a new insurance policy aimed at protecting bondholders in capital markets financings from losses due to political risk. To mitigate that risk, project developers and commercial bank lenders often seek political risk insurance policies from multilateral or bilateral agencies such as the Multilateral Investment Guarantee Agency (MIGA), the
In Lanco
...fn16] The Court “decline[d] to obliterate” [fn17] the distinction between corporations with in-state property and those lacking physical presence. Complete Auto Transit [fn18] gave the Court another opportunity to clarify the scope and limitations of the commerce clause. Overruling Spector Motor, [fn19] which had held that imposing a tax on the “privilege of doing business” if it applies to purely interstate commerce was impermissible, the Court articulated its four-prong test to determine
04-01-01: International News
Extraterritorial Income Exclusion By Michael R. Fayhee, Rachel L. Waimon and Lowell D. Yoder Qualifying Exporters The ETI exclusion replaces the existing foreign sales corporation (FSC) regime. Those who now benefit under the ETI regime include individuals, S corporations and partnerships; U.S. companies with net operating losses or that are in an alternative minimum tax position; and income from certain products produced outside the United States
04-01-01: International News
Extraterritorial Income Exclusion By Michael R. Fayhee, Rachel L. Waimon and Lowell D. Yoder Qualifying Exporters The ETI exclusion replaces the existing foreign sales corporation (FSC) regime. Those who now benefit under the ETI regime include individuals, S corporations and partnerships; U.S. companies with net operating losses or that are in an alternative minimum tax position; and income from certain products produced outside the United States
07-01-03: International News
On May 23, 2003, President Bush followed suit and removed U.S. sanctions restrictions imposed on trade with Iraq that had been administered by the Office of Foreign Assets Control (OFAC) in the U.S. Department of the Treasury. This act has attracted the attention of a number of campaigner organizations and plaintiffs class-action firms and has provided the basis for dozens of claims against multinational corporations, alleging environmental, labor, employment and human rights wrongdoings
: International News
But METI and Keidanren (an industrial organization that participated in amending the Commercial Code and Corporation Tax Law) have released the information and is receiving comments from the legal industry, which expects the new amended bill to mark a significant step towards opening Japanese mergers and acquisitions (M&A) markets to companies worldwide. Another disappointment is that the amendment provides that only shares of Kabushiki Kaisha (a form of Japanese corporation) can be used as
: International News
But METI and Keidanren (an industrial organization that participated in amending the Commercial Code and Corporation Tax Law) have released the information and is receiving comments from the legal industry, which expects the new amended bill to mark a significant step towards opening Japanese mergers and acquisitions (M&A) markets to companies worldwide. Another disappointment is that the amendment provides that only shares of Kabushiki Kaisha (a form of Japanese corporation) can be used as
Akin Gump: Foreign Acquisitions
For the past 24 years--from the very inception of the HSR program--acquisitions of foreign assets by foreign persons1 have been completely exempt from filing requirements. In a significant change, this absolute exemption will no longer apply when the foreign assets have generated more than $50 million in annual U.S. sales
Akin Gump: Tax Considerations In Structuring U.S.-Based Private Eq...
The target investor group will include local and foreign institutions (pension funds, insurance companies, charities and foundations), individuals, governmental entities and perhaps other private equity funds. Alternatively, US tax-exempt investors may be given the option of investing in the fund through a non-US feeder corporation established primarily for non-US investors, eliminating the flow-through of taxable income to the tax-exempt investor
Akin Gump: The California Corporate Disclosure Act
The new disclosure requirements of the Disclosure Act apply to each "publicly traded company" that is either a California corporation or qualified to do business in California. A publicly traded company is defined as a company with securities that are either listed or admitted to trading on a national or foreign exchange, or are the subject of two-way quotations, such as both bid and asked prices, that are regularly published by one or more broker-dealers in the National Daily Quotation Service
Baker & McKenzie: Law Alert8 California Corporate Disclosure
California Jumps on the Corporate Governance Bandwagon On September 28, 2002, the Governor of California signed into law the California Corporate Disclosure Act (the "Act"), which requires publicly traded corporations incorporated or qualified to do business in California to disclose information about their auditors, directors and officers and past history, in addition to information currently required to be filed. Summary of the Act Corporations incorporated or qualified to do business in
Baker & McKenzie: Tax Newsletter
CLMC Transactions In a standard CLMC Transaction, the taxpayer transfers cash or other high basis assets to a corporation controlled by the transferor in exchange for stock of the transferee corporation and the assumption by the transferee of contingent liabilities that the taxpayer has yet to take into account for income tax purposes. The taxpayer's position is that due to the interplay between sections 357 and 358, the liabilities assumed in this transaction are not taken into account for
Ballard Spahr: Congress Increases Tax Appeal of Domestic Mutual Funds ...
Income Tax BenefitsUnder the tax law in effect prior to the Congressional action, mutual funds paying dividends to foreign shareholders have only a limited ability to pass through the character of the income from which the dividends are paid. This limitation has been significant because dividends paid to foreign persons are generally subject to a flat 30% withholding tax
Chadbourne & Parke: Looking To Assets Located In New York To Satisfy Debts ...
Background - The Need to Look Abroad On August 17, 1998, the Russian government announced that it was suspending payments on much of Russia's internal debt and imposing a three month moratorium on some foreign-debt payments. Since then, many Russian companies have stopped honoring financial obligations to both foreign and domestic creditors
Clifford Chance: Tax-Free Acquisitions by Foreign Entities - Satis...
Cooley Godward: California AB 1000 -- Changes to California Disclosure ...
 Effective immediately, all publicly traded corporations are required to disclose this additional information by filing a separate Corporate Disclosure Statement rather than including the information as part of the Statement of Information.  AB 1000 amends California Corporations Code sections 1502 and 2117 and adds California Corporations Code sections 1502
Dickstein Shapiro: Internet Patent Infringement
Finnegan Henderson: Aztar Corp. v. MGM Casino
9, 2001) (adopting magistrate's recommendation) Plaintiff operated hotels and casinos under the federally registered mark TROPICANA. Defendant, a foreign corporation based in Antigua, operated an interactive gambling website under the name “Tropicana Casino” located at the domain name “tropicanacasino.com.” Defendant also used the TROPICANA mark as a metatag. Among other claims, plaintiff sued defendant for false designation of origin, trademark infringement, counterfeiting, dilution, and
Honigman Miller: Tax Law Focus - May 2003
The business (Continued on page 2) THE ESTATE PLANNING TRUST AS AN S CORPORATION SHAREHOLDER by Regis A. Carozza S corporations are a popular way to hold business interests because of their many tax advantages. What happens when the S corporation rules and the estate planning techniques collide and an estate planning trust holds the S corporation stock
Howard Rice: E-Commerce: Who Has Jurisdiction?
...(5) The net effect of the reasonableness standard is to require more close contact between a foreign defendant and the forum country than is required under constitutional due process. A separate but related inquiry is when a corporation must qualify to do business in a state other than that of its incorporation
Littler Mendelson: Immigration: The H-1B Regulations
IMMIGRATION: HOW TO EMPLOY FOREIGN TALENT WHEN YOU NEED IT AND COMPLY WITH FEDERAL IMMIGRATION. An explosion has occurred in the number of foreign personnel sought by United States employers
Morris: Taxation of Flow Through Entities in a Multistate Conte...
7753 Introduction The taxation of Partnerships, S Corporations and other "flow through" entities on a multistate basis has long been a complex and unsettled area. See, e.g., American Bar Association Subcommittee on State Taxation of S Corporations; Report of the Subcommittee on State Taxation of S Corporations: Model S Corporation Income Tax Act and Commentary, 42 The Tax Lawyer, 1001 (1989); Multistate Tax Commission, The Multistate Tax Commission "Working Draft" of a Proposed Model Rule for a
Morris: Statutory Regulation of Nonresident Contractors: The Ge...
23 The court of appeals stated that a foreign corporation does not shed its status as a nonresident simply by having an office or by transacting business in Georgia nor by obtaining a certificate of authority from the Georgia Secretary of State. The NRCA was strictly applied by Judge Etheridge of the Superior Court of Fulton County in Algernon Blair, Inc. v. Jack Nicklaus Development Corporation of Georgia
Morris: Statutory Regulation of Nonresident Contractors: The Ge...
23 The court of appeals stated that a foreign corporation does not shed its status as a nonresident simply by having an office or by transacting business in Georgia nor by obtaining a certificate of authority from the Georgia Secretary of State. The NRCA was strictly applied by Judge Etheridge of the Superior Court of Fulton County in Algernon Blair, Inc. v. Jack Nicklaus Development Corporation of Georgia
Morris: Statutory Regulation of Nonresident Contractors: The Ge...
23 The court of appeals stated that a foreign corporation does not shed its status as a nonresident simply by having an office or by transacting business in Georgia nor by obtaining a certificate of authority from the Georgia Secretary of State. The NRCA was strictly applied by Judge Etheridge of the Superior Court of Fulton County in Algernon Blair, Inc. v. Jack Nicklaus Development Corporation of Georgia
Morris: Statutory Regulation of Nonresident Contractors: The Ge...
23 The court of appeals stated that a foreign corporation does not shed its status as a nonresident simply by having an office or by transacting business in Georgia nor by obtaining a certificate of authority from the Georgia Secretary of State. The NRCA was strictly applied by Judge Etheridge of the Superior Court of Fulton County in Algernon Blair, Inc. v. Jack Nicklaus Development Corporation of Georgia
Morris: Statutory Regulation of Nonresident Contractors: The Ge...
23 The court of appeals stated that a foreign corporation does not shed its status as a nonresident simply by having an office or by transacting business in Georgia nor by obtaining a certificate of authority from the Georgia Secretary of State. The NRCA was strictly applied by Judge Etheridge of the Superior Court of Fulton County in Algernon Blair, Inc. v. Jack Nicklaus Development Corporation of Georgia
O'Melveny & Myers: Enforcement of Judgements and Arbitral Awards in The Pe...
Scenario: a foreign corporation or a Chinese foreign invested enterprise has successfully prosecuted a commercial claim against a Chinese entity, either within or outside China. The court, or the arbitral tribunal, has granted the foreign plaintiff a monetary award, but the Chinese party's payment is not forthcoming
O'Melveny & Myers: Enforcement of Judgements and Arbitral Awards in The Pe...
Scenario: a foreign corporation or a Chinese foreign invested enterprise has successfully prosecuted a commercial claim against a Chinese entity, either within or outside China. The court, or the arbitral tribunal, has granted the foreign plaintiff a monetary award, but the Chinese party's payment is not forthcoming
Sidley Austin: Tax Alert - The American Jobs Creation Act of 2004 ? Te...
TAX ALERT The American Jobs Creation Act of 2004 Temporary Reduction in Effective Tax Rate on Reinvested Foreign Earnings. The Act, among other things, contains a provision that would temporarily reduce the effective federal income tax rate with respect to certain extraordinary dividends and other distributions received by a U.S. corporation from certain foreign subsidiaries
Sidley Austin: Tax Alert - American Job Creation Act of 2004
ETI Regime The ETI Regime, enacted in 2000, created an exclusion from a U.S. taxpayer's gross income for "extraterrito
